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2026-06-24
2026-06-24
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
June
24, 2026
Date
of Report (Date of earliest event reported)
ALPHA
STAR ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41153 |
|
N/A
00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
| 100
Church Street, 8th Floor, New York, New York |
|
10004 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (332) 233-4356
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act: None
*The
registrant’s units, ordinary shares, warrants and rights each trade on the OTC Market under the trading symbols “ALSUF,”
“ALSAF,” “ALSWF,” and “ALSTF.”
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Extraordinary General
Meeting held on June 24, 2026, there were 3,206,449 ordinary shares of Alpha Star Acquisition Corporation (“Alpha Star”)
present in person or represented by proxy, representing 99.36% of the outstanding ordinary shares of Alpha Star as of May 27, 2026, the
record date for the Extraordinary General Meeting, and constituting a quorum for the transaction
of business. At the Extraordinary General Meeting, each of the proposals described below was approved by the Company’s shareholders
of record. The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described
in detail in the Company’s Proxy Statement.
Proposal
1 (Business Combination Proposal):
Approval
and authorization of the Business Combination Agreement, dated as of September 12, 2024, by and among Alpha Star, Xdata Group, a Cayman
Islands exempted company (“PubCo”), and OU XDATA GROUP, a company incorporated in Estonia (“XDATA”) (the “Business
Combination Agreement”), a copy of which is attached to the proxy statement as Annex A, as amended by the Supplemental Agreement,
a copy of which is attached to the proxy statement as Annex A-1, and the transactions contemplated therein, including the business combination
whereby Alpha Star will merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation
Merger as the holding and listed company, and immediately thereafter and as part of the same overall transaction, PubCo (as the surviving
company of the Reincorporation Merger) will acquire the shares, representing in the aggregate 100% (on an as-converted and fully diluted
basis) of the shares issued and outstanding, of XDATA, resulting in XDATA being a wholly owned subsidiary of PubCo, in exchange for a
certain number of shares of PubCo (the “Share Exchange,” together with the Reincorporation Merger, the “Business Combination”):
| | |
For | | |
Against | | |
Abstain | | |
Boker Non-Vote | |
| Business Combination Proposal | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
Proposal
2 (Reincorporation Merger Proposal):
Approval
and authorization of the Reincorporation Merger, the Plan of Merger, substantially in the form attached to the proxy statement as Annex
D and any and all transactions provided for in the Plan of Merger:
| | |
For | | |
Against | | |
Abstain | | |
Boker
Non-Vote | |
| Reincorporation
Merger Proposal | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
Proposal
3 (Nasdaq Listing Proposal):
Approval
of the issuance of securities in connection with the Business Combination in order to comply with Nasdaq Listing Rules 56535(a), (b)
and (d):
| | |
For | | |
Against | | |
Abstain | | |
Boker Non-Vote | |
| Nasdaq Listing Proposal | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
Proposal
4 (Governance Proposal):
Approval
and adoption of (i) the amended and restated memorandum and articles of association of PubCo in the form attached to the proxy statement
as Annex B; and (ii) the new name by PubCo as “Xdata Group”:
| | |
For | | |
Against | | |
Abstain | | |
Boker Non-Vote | |
| Governance Proposal | |
| 3,206,449 | | |
| 0 | | |
| 0 | | |
| 0 | |
Proposal
5 (Incentive Plan Proposal):
Approval
of the adoption by PubCo, as the surviving entity of the Reincorporation Merger, of the Incentive Plan in the form attached to the proxy
statement as Annex C with effect from the closing of the Business Combination:
| |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Boker Non-Vote |
|
| Incentive Plan Proposal |
|
|
3,205,004 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,445 |
|
Proposal
6 (Director Appointment Proposal):
Approval
of the appointment of five (5) directors of PubCo, namely Roman Eloshvili, Panagiotis Georgiou, Patrick Swint, Cataldo Castagna and Ariel
Sergio Davidoff, assuming the Business Combination Proposal, the Reincorporation Merger Proposal and the Nasdaq Listing Proposal are
all approved, effective upon the Closing:
| | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
| 01) Roman Eloshvili | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
| 02) Panagiotis Georgiou | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
| 03) Patrick Swint | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
| 04) Cataldo Castagna | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
| 05) Ariel Sergio Davidoff | |
| 3,205,004 | | |
| 0 | | |
| 0 | | |
| 1,445 | |
Proposal
7 (Adjournment Proposal):
Adjournment
of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the foregoing proposals or for such
other reasons as may reasonably be determined by the chairman of the Extraordinary General Meeting:
| | |
For | | |
Against | | |
Abstain | | |
Boker Non-Vote | |
| Adjournment Proposal | |
| 3,206,449 | | |
| 0 | | |
| 0 | | |
| 0 | |
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Extraordinary General Meeting, 46
ordinary shares were tendered for redemption. The Company plans
to close the Business Combination as described in the proxy statement as soon as possible.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf as of June 24, 2026 by the undersigned hereunto duly authorized.
| |
ALPHA
STAR ACQUISITION CORPORATION |
| |
|
| |
By:
|
/s/
Zhe Zhang |
| |
|
Zhe
Zhang, Chief Executive Officer |
